Common use of SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS Clause in Contracts

SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS. 6.1 Provision for Supplemental Indentures for Certain Purposes From time to time the Corporation shall, when authorized by the directors of the Corporation, and the Special Warrant Agent may, subject to the provisions of this Special Warrant Indenture, execute and deliver by their proper officers, deeds, indentures or instruments supplemental hereto, which thereafter form part hereof for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants, enforcement provisions, and release provisions (if any) as in the opinion of Counsel acceptable to the Corporation and the Special Warrant Agent are necessary or advisable, provided the same are not, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, prejudicial to the interests of the Special Warrantholders; (b) adding to the covenants of the Corporation in this Special Warrant Indenture for the protection of the Special Warrantholders; (c) evidencing any succession (or successive successions) of other companies to the Corporation and the covenants of, and obligations assumed by, such successor (or successors) in accordance with the provisions of this Special Warrant Indenture; (d) making such provisions not inconsistent with this Special Warrant Indenture as may be deemed necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, prejudicial to the interests of the Special Warrantholders; (e) giving effect to an Extraordinary Resolution; (f) rectifying any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture supplemental or ancillary hereto provided that, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrantholders are not prejudiced thereby and provided that the Special Warrant Agent may in its discretion decline to enter into any such supplemental indenture which in its opinion, relying on the opinion of Xxxxxxx, may not afford adequate protection to the Special Warrant Agent when the same will become operative; (g) adding to or altering the provisions hereof in respect of the transfer of Special Warrants, making provision for the exchange of Special Warrant Certificates of different denominations, and making any modification in the form of the Special Warrant Certificate which does not affect the substance thereof; (h) for any other purpose not inconsistent with the provisions of this Special Warrant Indenture, provided that, in the opinion the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrant Agent, acting on the advice of Counsel, and the Special Warrantholders are in no way prejudiced thereby; or (i) providing for the issuance of additional Special Warrants hereunder and any consequential amendments hereto as may be required by the Special Warrant Agent, provided the same are not prejudicial to the interests of the Special Warrantholders, based on the opinion of Counsel. 6.2 Corporation May Consolidate, etc. on Certain Terms Nothing in this Special Warrant Indenture prevents any consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and assets of the Corporation as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Special Warrant Indenture to be performed or observed by the Corporation are assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of Counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.

SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS. 6.1 8.1 Provision for Supplemental Indentures for Certain Purposes Purposes: From time to ----------------------------------------------------------- time the Corporation shall, (when authorized by the directors of the Corporation, authorized) and the Special Warrant Agent may, subject to the provisions of these presents, and they shall, when so required by any provision of this Special Warrant IndentureIndenture (other than this Section 8.1), execute and deliver by their proper officers, deeds, indentures agreements or instruments supplemental hereto, which thereafter shall form part hereof hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenantscovenants and enforcement provisions as, enforcement provisions, and release provisions (if any) as in the opinion of Counsel acceptable to the Corporation and the Special Warrant Agent counsel, are necessary or advisableadvisable in the premises, provided that the same are not, in the opinion of the Special Warrant Agent, Agent relying on the opinion advice of Counselits counsel, prejudicial to the interests of the Special Warrantholders; (b) adding giving effect to the covenants of the Corporation any Extraordinary Resolution passed as provided in this Special Warrant Indenture for the protection of the Special WarrantholdersArticle 7; (c) evidencing any succession (or successive successions) of other companies to the Corporation and the covenants of, and obligations assumed by, such successor (or successors) in accordance with the provisions of this Special Warrant Indenture; (d) making such provisions not inconsistent with this Special Warrant Indenture as may be deemed necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Warrants or the Common Shares issuable upon the exercise thereof on any stock exchange, provided that such provisions are not, in the opinion of the Special Warrant Agent, Agent relying on the opinion advice of Counselits counsel, prejudicial to the interests of the Special Warrantholders; (ed) giving effect to an Extraordinary Resolution; (f) rectifying any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture supplemental or ancillary hereto provided that, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrantholders are not prejudiced thereby and provided that the Special Warrant Agent may in its discretion decline to enter into any such supplemental indenture which in its opinion, relying on the opinion of Xxxxxxx, may not afford adequate protection to the Special Warrant Agent when the same will become operative; (g) adding to or altering the provisions hereof in respect of the transfer of Special Warrants, making provision for the exchange of Special Warrant Certificates of different denominations, and making any modification in the form of the Special Warrant Certificate which does not affect the substance thereofof the Warrants; (he) evidencing any succession, or successive successions, of other bodies corporate to the Corporation and the assumption by any successor of the covenants of the Corporation herein and in the Warrant Certificates contained as provided hereafter in this Article 8; and (f) for any other purpose not inconsistent with the provisions terms of this Special Warrant Indenture, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of the Special Warrant Agent, Agent relying on the opinion advice of Counselits counsel, the rights of the Special Warrant Agent, acting on Agent and of the advice of Counsel, and the Special Warrantholders are in no way prejudiced thereby; or (i) providing for the issuance of additional Special Warrants hereunder and any consequential amendments hereto as may be required by the Special Warrant Agent, provided the same are not prejudicial to the interests of the Special Warrantholders, based on the opinion of Counsel. 6.2 Corporation May Consolidate, etc. on Certain Terms Nothing in this Special Warrant Indenture prevents any consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and assets of the Corporation as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Special Warrant Indenture to be performed or observed by the Corporation are assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of Counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.

SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS. 6.1 ‌ 7.1 Provision for Supplemental Indentures for Certain Purposes Purposes‌ From time to time the Corporation shall, Company (when authorized by the directors of the Corporation, Company) and the Special Warrant Agent may, subject to the provisions of this Special Warrant Indenture, and they will when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, deeds, indentures or instruments supplemental hereto, which thereafter form part hereof for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants, enforcement provisions, and release provisions (if any) as in the opinion of Counsel counsel acceptable to the Corporation Company and the Special Warrant Agent are necessary or advisable, provided the same are not, in the opinion of counsel to the Special Warrant Agent, relying on the opinion of Counsel, Agent prejudicial to the interests of the Special Warrantholders; (b) adding to the covenants of the Corporation Company in this Special Warrant Indenture for the protection of the Special Warrantholders; (c) evidencing any succession (or successive successions) ), of other companies to the Corporation Company and the covenants of, and obligations assumed by, such successor (or successors) in accordance with the provisions of this Special Warrant Indenture; (d) setting forth any adjustments resulting from the application of the provisions of Article 4; (e) making such provisions not inconsistent with this Special Warrant Indenture as may be deemed necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of counsel to the Special Warrant Agent, relying on the opinion of Counsel, prejudicial to the interests of the Special Warrantholders; (ef) giving effect to an any Extraordinary Resolution; (fg) rectifying to rectify any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture supplemental or ancillary hereto provided that, in the opinion of the counsel to the Special Warrant Agent, relying on the opinion of Counsel, the rights interests of the Special Warrantholders are not prejudiced thereby and provided that the Special Warrant Agent may in its discretion decline to enter into any such supplemental indenture which in its opinion, relying on the opinion of Xxxxxxx, may not afford adequate protection to the Special Warrant Agent when the same will become operativethereby; (gh) adding to or altering the provisions hereof in respect of the transfer of Special Warrants, making provision for the exchange of Special Warrant Certificates of different denominations, and making any modification in the form of the Special Warrant Certificate which does not affect the substance thereof;; or (hi) for any other purpose not inconsistent with the provisions of this Special Warrant Indenture, provided that, in the opinion of counsel to the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrant Agent, acting on the advice of Counsel, and the Special Warrantholders are in no way prejudiced thereby; or (i) providing for the issuance of additional Special Warrants hereunder and any consequential amendments hereto as may be required by the Special Warrant Agent, provided the same are not prejudicial to the interests of the Special Warrantholders, based on the opinion of Counsel. 6.2 Corporation 7.2 Company May Consolidate, etc. on Certain Terms Nothing Terms‌ Subject to Section 4.1(d), nothing in this Special Warrant Indenture prevents any consolidation, amalgamation, arrangement or merger of the Corporation Company with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation Company as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and assets of the Corporation Company as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Special Warrant Indenture to be performed or observed by the Corporation Company are assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of Counsel counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.

SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS. 6.1 8.1 Provision for Supplemental Indentures for Certain Purposes Purposes: From time ----------------------------------------------------------- to time the Corporation shall, Sellers (when authorized by the directors of the Corporation, authorized) and the Special Warrant Agent may, subject to the provisions of these presents, and they shall, when so required by any provision of this Special Warrant IndentureIndenture (other than this Section 8.1), execute and deliver by their proper officers, deeds, indentures agreements or instruments supplemental hereto, which thereafter shall form part hereof hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenantscovenants and enforcement provisions as, enforcement provisions, and release provisions (if any) as in the opinion of Counsel acceptable to the Corporation and the Special Warrant Agent counsel, are necessary or advisableadvisable in the premises, provided that the same are not, in the opinion of the Special Warrant Agent, relying Agent based on the opinion advice of Counselits counsel, prejudicial to the interests of the Special Warrantholders; (b) adding giving effect to the covenants of the Corporation any Extraordinary Resolution passed as provided in this Special Warrant Indenture for the protection of the Special WarrantholdersArticle 7; (c) evidencing any succession (or successive successions) of other companies to the Corporation and the covenants of, and obligations assumed by, such successor (or successors) in accordance with the provisions of this Special Warrant Indenture; (d) making such provisions not inconsistent with this Special Warrant Indenture as may be deemed necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Warrants or the Common Shares issuable upon the exercise thereof on any stock exchange, provided that such provisions are not, in the opinion of the Special Warrant Agent, relying Agent based on the opinion advice of Counselits counsel, prejudicial to the interests of the Special Warrantholders; (ed) giving effect to an Extraordinary Resolution; (f) rectifying any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture supplemental or ancillary hereto provided that, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrantholders are not prejudiced thereby and provided that the Special Warrant Agent may in its discretion decline to enter into any such supplemental indenture which in its opinion, relying on the opinion of Xxxxxxx, may not afford adequate protection to the Special Warrant Agent when the same will become operative; (g) adding to or altering the provisions hereof in respect of the transfer of Special Warrants, making provision for the exchange of Special Warrant Certificates of different denominations, and making any modification in the form of the Special Warrant Certificate which does not affect the substance thereofof the Warrants; (he) evidencing any succession, or successive successions, of other bodies corporate to the Sellers and the assumption by any successor of the covenants of the Sellers herein and in the Warrant Certificates contained as provided hereafter in this Article 8; and (f) for any other purpose not inconsistent with the provisions terms of this Special Warrant Indenture, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of the Special Warrant Agent, relying Agent based on the opinion advice of Counselits counsel, the rights of the Special Warrant Agent, acting on Agent and of the advice of Counsel, and the Special Warrantholders are in no way prejudiced thereby; or (i) providing for the issuance of additional Special Warrants hereunder and any consequential amendments hereto as may be required by the Special Warrant Agent, provided the same are not prejudicial to the interests of the Special Warrantholders, based on the opinion of Counsel. 6.2 Corporation May Consolidate, etc. on Certain Terms Nothing in this Special Warrant Indenture prevents any consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and assets of the Corporation as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Special Warrant Indenture to be performed or observed by the Corporation are assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of Counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.